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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 38)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
WILLAMETTE INDUSTRIES, INC.
(Name of Subject Company (Issuer))
COMPANY HOLDINGS, INC.
WEYERHAEUSER COMPANY
(Names of Filing Persons -- Offerors)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title of Class of Securities)
969133107
(CUSIP Number of Class of Securities)
Robert A. Dowdy, Esq.
Weyerhaeuser Company
Federal Way, Washington 98063
Telephone: (253) 924-2345
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
Copy to:
Richard Hall, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
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SCHEDULE TO
This Statement amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on November
29, 2000 (as previously amended, the "Schedule TO"), relating to the offer by
Company Holdings, Inc., a Washington corporation (the "Purchaser") and a
wholly owned subsidiary of Weyerhaeuser Company, a Washington corporation
("Weyerhaeuser" or "Parent"), to purchase (1) all outstanding shares
("Shares") of common stock, par value $0.50 per share, of Willamette
Industries, Inc., an Oregon corporation ("Willamette" or the "Company"), and
(2) unless and until validly redeemed by the Board of Directors of Willamette,
the related rights to purchase shares of Series B Junior Participating
Preferred Stock, $0.50 par value per share, of Willamette (the "Rights")
issued pursuant to the Rights Agreement, dated as of February 25, 2000 by and
between Willamette and Mellon Investor Services LLC (f/k/a ChaseMellon
Shareholder Services, L.L.C.), as Rights Agent, at a price of $50.00 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase (the "Offer to
Purchase"), dated November 29, 2000, the Supplement thereto dated May 7, 2001
(the "Supplement") and in the related revised Letter of Transmittal (which,
together with any supplements or amendments, collectively constitute the
"Offer"). Unless the context otherwise requires, all references to the Shares
shall be deemed to include the associated Rights, and all references to the
Rights shall be deemed to include the benefits that may inure to holders of
Rights pursuant to the Rights Agreement.
Capitalized terms used herein and not defined herein have the
respective meanings assigned such terms in the Offer to Purchase, the
Supplement and the Schedule TO.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
On May 23, 2001, a representative of Morgan Stanley,
Weyerhaeuser's financial advisor, telephoned a representative of Goldman
Sachs, Willamette's financial advisor, to repeat Weyerhaeuser's willingness to
pay an increased price if Willamette were willing to promptly negotiate a
definitive merger agreement. The representative of Goldman Sachs declined to
discuss in detail Weyerhaeuser's willingness to pay an increased price, and
stated that Goldman Sachs was not authorized to discuss value with
Weyerhaeuser or its representatives.
ITEM 11. ADDITIONAL INFORMATION.
On May 24, 2001, Proxy Monitor recommended that Willamette
shareholders vote for the Weyerhaeuser nominees at Willamette's 2001 annual
meeting of shareholders. The text of a press release issued by Weyerhaeuser on
May 24, 2001 is filed as Exhibit (a)(5)(II) hereto.
ITEM 12. EXHIBITS.
(a)(5)(II) Press release issued by Weyerhaeuser Company on May 24, 2001.
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SIGNATURES
After due inquiry and to the best of their knowledge and belief,
the undersigned hereby certify that the information set forth in this
statement is true, complete and correct.
COMPANY HOLDINGS, INC.,
by
/s/ STEVEN R. ROGEL
---------------------------------
Name: Steven R. Rogel
Title: President
WEYERHAEUSER COMPANY,
by
/s/ STEVEN R. ROGEL
---------------------------------
Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: May 24, 2001
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EXHIBIT INDEX
Exhibit Description
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(a)(5)(II) Press release issued by Weyerhaeuser Company on May 24, 2001.
Exhibit (a)(5)(II)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
PROXY MONITOR RECOMMENDS THAT WILLAMETTE SHAREHOLDERS VOTE
FOR WEYERHAEUSER NOMINEES
FEDERAL WAY, Wash., May 24, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that Proxy Monitor recommended that Willamette Industries, Inc.
(NYSE: WLL) shareholders vote FOR the Weyerhaeuser slate of director nominees
at Willamette's Annual Meeting scheduled to be held on June 7, 2001.
Proxy Monitor is widely recognized as a leading independent proxy advisory
firm. Many institutional investment firms, mutual funds, and other fiduciaries
throughout the country rely upon its recommendations.
In reaching its decision to recommend that Willamette shareholders vote FOR
the Weyerhaeuser nominees over the Willamette slate, Proxy Monitor stated in
its May 24, 2001 report that:
"[O]ne has to wonder whether the Willamette board would accept ANY offer
from Weyerhaeuser, or any other suitor for that matter. Management has
consistently refused to negotiate with Weyerhaeuser, has not given any
indication of a price it might accept, and has not looked for other
buyers. Instead, the board's strategy seems to be concentrated upon its
own survival."
"[T]he Willamette board appears to have lost sight of the fiduciary
responsibility it owes to its shareholders and, for that reason, its
credibility as well."
"Willamette's agreement with its financial advisor in this contest,
Goldman Sachs & Co., is eye-popping as well."*
Weyerhaeuser noted that Willamette is paying Goldman Sachs $30 million to
prevent a transaction with Weyerhaeuser.
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Steven R. Rogel, chairman, president, and chief executive officer of
Weyerhaeuser, said, "We are pleased that Proxy Monitor has joined
Institutional Shareholder Services in recommending that Willamette
shareholders vote for the Weyerhaeuser director nominees. We believe that the
current Willamette board will not sell the company at any price. At
Willamette's Annual Meeting, shareholders will have the opportunity to send a
message to the Willamette board that cannot be ignored by electing directors
who are committed to maximizing value for shareholders now."
Weyerhaeuser is seeking the support of Willamette shareholders for the
election of the three Weyerhaeuser nominees to Willamette's board at the
Willamette Annual Meeting. Weyerhaeuser urges Willamette shareholders to sign,
date and return the GOLD proxy card today voting FOR the election of the
Weyerhaeuser nominees. For more information about how to vote for the
Weyerhaeuser slate of director nominees, shareholders can call Weyerhaeuser's
proxy solicitor, Innisfree M&A Incorporated, at 1-877-750-5838 (toll-free).
Weyerhaeuser Company, one of the world's largest integrated forest products
companies, was incorporated in 1900. In 2000, sales were $16 billion. It has
offices or operations in 17 countries, with customers worldwide. Weyerhaeuser
is principally engaged in the growing and harvesting of timber; the
manufacture, distribution and sale of forest products; and real estate
construction, development and related activities. Additional information about
Weyerhaeuser's businesses, products and practices is available at
www.weyerhaeuser.com.
*PERMISSION TO USE QUOTATIONS NEITHER SOUGHT NOR OBTAINED
FORWARD-LOOKING STATEMENTS
This news release contains statements concerning the company's future results
and performance that are forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any such forward looking
statement made by Weyerhaeuser with respect to the Willamette tender offer is
not entitled to the benefit of the safe harbor protections of the Private
Securities Litigation Reform Act of 1995. The accuracy of such statements is
subject to a number of risks, uncertainties and assumptions that may cause
actual results to differ materially from those projected, including, but not
limited to, the effect of general economic conditions, including the level of
interest rates and housing starts; market demand for the company's products,
which may be tied to the relative strength of various US business segments;
performance of the company's manufacturing operations; the types of logs
harvested in the company's logging operations; the level of competition from
foreign producers; the effect of forestry, land use, environmental and other
governmental regulations; and the risk of losses from fires, floods and other
natural disasters. The company is also a large exporter and is affected by
changes in economic activity in Europe and Asia, particularly Japan, and by
changes in currency exchange rates, particularly the relative value of the US
dollar and the Euro, and restrictions on international trade. These and other
factors that could cause or contribute to actual results differing materially
from such forward looking statements are discussed in greater detail in the
company's Securities and Exchange Commission filings.
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IMPORTANT INFORMATION
Company Holdings, Inc. ("CHI"), a wholly owned subsidiary of Weyerhaeuser
Company, has commenced a tender offer for all the outstanding shares of common
stock of Willamette Industries, Inc. at $50.00 per share, net to the seller in
cash, without interest. The offer currently is scheduled to expire at 12:00
midnight, New York City time, on June 7, 2001. CHI may extend the offer. If
the offer is extended, CHI will notify the depositary for the offer and issue
a press release announcing the extension on or before 9:00 a.m. New York City
time on the first business day following the date the offer was scheduled to
expire.
Weyerhaeuser contacts:
ANALYSTS MEDIA
Kathryn McAuley Joele Frank / Jeremy Zweig Bruce Amundson
Weyerhaeuser Joele Frank, Wilkinson Weyerhaeuser
(253) 924-2058 Brimmer Katcher (253) 924-3047
(212) 355-4449